Philips 2009 Annual Report Download - page 150

The Company shall not, in advance, assess, comment upon or correct,
other than factually, any analyst’s reports and valuations. No fee(s) will
be paid by the Company to parties for the carrying-out of research for
analysts’ reports or for the production or publication of analysts’
reports, with the exception of credit-rating agencies.
Major shareholders and other information for shareholders
The Dutch Financial Markets Supervision Act (Wet op het financieel
toezicht) imposes a duty to disclose percentage holdings in the capital
and/or voting rights in the Company when such holdings reach, exceed
or fall below 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and
95%. Such disclosure must be made to the Netherlands Authority for
the Financial Markets (AFM) without delay. The AFM then notifies the
Company.
On April 20, 2009, the Company received notification from the AFM
that it had received disclosures under the Financial Markets Supervision
Act of a substantial holding of 5.02% by Southeastern Asset
Management, Inc. in the Company’s common shares, which was
subsequently reduced to below 5% as of December 14, 2009. On
December 1, 2009, the Company received notification from the AFM
that it had received disclosures under the Financial Markets Supervision
Act of a substantial holding of 5.03% by BlackRock Inc. in the Company’s
common shares.
The common shares are held by shareholders worldwide in bearer and
registered form. As per December 31, 2009, approximately 90% of the
common shares were held in bearer form and approximately 10% of the
common shares were represented by registered shares of New York
Registry issued in the name of approximately 1,418 holders of record,
including Cede & Co. Cede & Co acts as nominee for the Depository
Trust Company holding the shares (indirectly) for individual investors
as beneficiaries. Citibank, N.A., 388 Greenwich Street, New York, New
York 10013 is the transfer agent and registrar.
Only bearer shares are traded on the stock market of Euronext
Amsterdam. Only shares of New York Registry are traded on the New
York Stock Exchange. Bearer shares and registered shares may be
exchanged for each other. Since certain shares are held by brokers and
other nominees, these numbers may not be representative of the actual
number of United States beneficial holders or the number of Shares of
New York Registry beneficially held by US residents.
The provisions applicable to all corporate bonds that have been issued
by the Company in March 2008 contain a ‘Change of Control Triggering
Event’. This means that if the Company experienced such an event with
respect to a series of corporate bonds the Company might be required
to offer to purchase the bonds of that series at a purchase price equal to
101% of their principal amount, plus accrued and unpaid interest, if any.
Corporate seat and head office
The statutory seat of the Company is Eindhoven, the Netherlands, and
the statutory list of all subsidiaries and affiliated companies, prepared in
accordance with the relevant legal requirements (Dutch Civil Code,
Book 2, Sections 379 and 414), forms part of the notes to the
consolidated financial statements and is deposited at the office of the
Commercial Register in Eindhoven, the Netherlands (file no.
17001910).
The executive offices of the Company are located at the Breitner
Center, Amstelplein 2, 1096 BC Amsterdam, the Netherlands,
telephone [phone].
Compliance with the Dutch Corporate Governance Code
In accordance with the governmental decree of December 10, 2009,
the Company fully complies with the Dutch Corporate Governance
Code and applies all its principles and best practice provisions that are
addressed to the Board of Management and the Supervisory Board. The
full text of the Dutch Corporate Governance Code can be found at the
website of the Monitoring Commission Corporate Governance Code
(www.commissiecorporategovernance.nl).
February 22, 2010
10 Corporate governance 10.6 - 10.6
150 Philips Annual Report 2009